EXHIBIT 10.72

                             NOTE PURCHASE AGREEMENT

         THIS NOTE PURCHASE AGREEMENT ("Agreement") is made as of this 3rd day
of July, 2008, between U.S. HELICOPTER CORPORATION (the "Company"), a Delaware
corporation, BARRY J. BELMONT, an individual residing in St. John, U.S. Virgin
Islands (the "Purchaser"), and for purposes of Sections 2.4, 3.2, 4.3 and 5.4(c)
of this Agreement only, those officers of the Company whose names are set forth
on the signature page hereof (each, a "Company Officer" and together, the
"Company Management").

                                    RECITALS

         WHEREAS, the Company has authorized the issuance and sale of the
Company's Convertible Promissory Note (the "Note) to the Purchaser in the
aggregate principal amount of $1,500,000.00, having the terms set forth in
Exhibit A attached hereto and certain warrants as described herein; and

         WHEREAS, the Purchaser desires to purchase, and the Company desires to
issue, the Note and warrants on the terms set forth in this Agreement;

         NOW, THEREFORE, in consideration of the foregoing and of the terms and
conditions contained in this Agreement, the Company and the Purchaser agree as
follows:

         1. PURCHASE AND SALE OF THE NOTE.

                  1.1 Subject to the terms and conditions contained in this
Agreement, at the Closing (as hereinafter defined) the Purchaser shall purchase
from the Company and the Company shall sell to the Purchaser, the Note for
$1,500,000.00 (One Million Five Hundred Thousand Dollars and 00/100) (the "Loan
Amount") which shall be payable via wire transfer to the Company's designated
account (not later than the Closing Date (as hereinafter defined)).

                  1.2 The Note shall be repaid, together with all accrued and
unpaid interest, on the earlier of (a) the first closing of a private placement
of the Company's debt or equity securities to institutional investors in the
Company's institutional capital raise currently proposed to be conducted by
Raymond James & Associates, Inc. and Chart Group Advisors, LLC (or any other
placement agent to institutional investors) (the "Institutional Private
Placement"), or (b) December 31, 2008. Repayment of the Note shall be secured by
a pledge of 375,000 shares of common stock of [Redacted], a Delaware
corporation. Hereinafter these shares shall be referred to as the "Pledged
Collateral".

                  1.3 The Note, together with accrued but unpaid interest, shall
be convertible at the option of the Purchaser, into shares of the Company's
common stock, par value $0.001 per share (the "Common Stock"), at a price equal
to the lower of (a) the conversion price for convertible debt issued in the
first closing of the Institutional Private Placement or (b) $0.20 per share. The
shares issuable upon conversion of the Note (the "Conversion Shares") shall be
entitled to piggyback registration rights.

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                  1.4 The Note shall bear interest at the rate of 15% per annum
based on a 360-day year, of which 60 days' worth of interest, equal to $37,500,
shall be prepaid on the Closing Date. The interest prepaid shall be
non-refundable in the event of early repayment.

                  1.5 As additional consideration, the Purchaser shall receive
from the Company an origination fee of five percent (5%) of the Loan Amount,
equal to $75,000, which shall be payable on the Closing Date.

         2. CLOSING.

                  2.1 DATE OF CLOSING. The closing of the purchase and sale of
the Note (the "Closing") shall take place on June 30, 2008, or such other day as
agreed to by the parties (the "Closing Date"). Time is of the essence such that
the Closing shall take place as soon as possible.

                  2.2 ITEMS TO BE DELIVERED BY THE PURCHASER TO THE COMPANY. The
following shall be delivered by the Purchaser to the Company on the Closing
Date:

                           (a) this Agreement executed by the Purchaser;

                           (b) the Loan Amount, less the prepaid interest as set
         forth in Section 1.4 hereof and the origination fee as set forth in
         Section 1.5 hereof, by check or wire transfer to the account designated
         by the Company; and

                           (c) the Pledge and Escrow Agreement (the "Pledge
         Agreement") with respect to the Pledged Collateral executed by the
         Purchaser and the Escrow Agent.

                  2.3 ITEMS TO BE DELIVERED TO THE PURCHASER BY THE COMPANY. The
following shall be delivered by the Company to the Purchaser on the Closing
Date:

                           (a) this Agreement executed by the Company;

                           (b) the Pledge Agreement executed by the Company, the
         Escrow Agent, the Pledgors and the Key Holders (all as defined
         therein);

                           (c) Consent to transactions contemplated hereby from
         YA Global Investments, L.P. ("YA Global") in form and scope reasonably
         satisfactory to YA Global, the Company and the Purchaser;

                           (d) Consent to transactions contemplated by the
         Pledge Agreement from [Redacted] and its stockholders, including
         Univest Miami Holdings Limited, in form and scope reasonably
         satisfactory to [Redacted] and its stockholders;

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                           (e) the Note; and

                           (f) the Warrant (as defined below).

                  2.4 ITEMS TO BE DELIVERED TO THE PURCHASER BY COMPANY
MANAGEMENT. The following shall be delivered by Company Management to the
Purchaser on the Closing Date:

                           (a) this Agreement executed by Company Management as
         to Sections 2.4, 3.2, 4.3 and 5.4(c) of this Agreement only;

                           (b) certificates representing the Management Shares;
         and
                           (c) duly executed stock powers or other appropriate
         transfer documents with respect to the Management Shares executed in
         blank by Company Management.

         3. INDUCEMENT WARRANT AND SHARES.

                  3.1 WARRANT. As an inducement to purchase the Note, the
Purchaser shall be entitled to receive warrants to purchase up to 3,000,000
shares of the Company's common stock (the "Warrant"). The Warrant shall be
exercisable for a period of five years from the Closing Date at an exercise
price of $0.20 per share. The shares issuable upon exercise of the Warrant (the
"Warrant Shares") shall be entitled to piggyback registration rights.

                  3.2 SHARES. As an inducement to purchase the Note, the
Purchaser shall be entitled to receive 525,000 share of the Company's common
stock (the "Management Shares") to be transferred and assigned to Purchaser by
Company Management from their respective individual holdings (in such proportion
as Company Management may determine in their sole discretion). The Management
Shares shall be entitled to piggyback registration rights.

         4. REPRESENTATIONS AND WARRANTIES.

                  4.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants that as of the date of this Agreement:

                           (a) EXISTENCE. The Company is a corporation duly
         organized and in good standing under the laws of the State of Delaware
         and is duly qualified to do business and is in good standing in all
         states where such qualification is necessary, except for those
         jurisdictions in which the failure to qualify would not, in the
         aggregate, have a material adverse effect on the Company's financial
         condition, results of operations or business.

                           (b) AUTHORITY. The execution and delivery by the
         Company of this Agreement and the issuance of the Note, the Conversion
         Shares, the Warrant and the Warrant Shares (together, the "Company
         Securities") (i) are within the Company's corporate powers; (ii) have
         been duly authorized by the Company's board of directors; (iii) are not
         in contravention of the terms of the Company's certificate of

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         incorporation or bylaws; (iv) are not in contravention of any law or
         laws; (v) except for the filing of a Form D Notice with the Securities
         and Exchange Commission (the "SEC") and any exemption filing related
         thereto which may be required to be made pursuant to applicable state
         securities or "blue sky" laws, do not require any governmental consent,
         registration or approval; (vi) do not contravene any contractual or
         governmental restriction binding upon the Company; and (vii) will not
         result in the imposition of any lien, charge, security interest or
         encumbrance upon any property of the Company under any existing
         indenture, mortgage, deed of trust, loan or credit agreement or other
         material agreement or instrument to which the Company is a party or by
         which the Company or any of the Company's property may be bound or
         affected.

                           (c) BINDING EFFECT. This Agreement, the Note and the
         Warrant have been duly authorized, executed and delivered by the
         Company and constitute the valid and legally binding obligations of the
         Company, enforceable in accordance with their respective terms, subject
         to bankruptcy, insolvency, reorganization and other laws of general
         applicability relating to or affecting creditors' rights and to general
         equity principles. Upon issuance, the Conversion Shares and the Warrant
         Shares shall be duly authorized, validly issued, fully paid and
         nonassessable shares of Common Stock.

                           (d) CAPITALIZATION. The authorized capital stock of
         the Company consists of 95,000,000 shares of Common Stock, 45,654,168
         shares of which were issued and outstanding as of May 15, 2008, and
         5,000,000 shares of authorized Preferred Stock, par value $0.001 per
         share, none of which are issued and outstanding.

                           (e) DISCLOSURE DOCUMENTS. The Company has furnished
         to the Purchaser or made available at the website of the SEC
         (HTTP://WWW.SEC.GOV), copies of the Company's (i) Annual Report on Form
         10-KSB for the fiscal year ended December 31, 2007 as filed with the
         SEC on April 15, 2008; and (ii) the Company's Quarterly Report on Form
         10-QSB for the fiscal quarter ended March 31, 2008 as filed with the
         SEC on May 20, 2008 (together, the "SEC Documents").

                           (f) SECURITIES MATTERS. Subject to the accuracy of
         the representations of the Purchaser set forth in Section 4.2 hereof,
         the offer, sale and issuance of the Company Securities as contemplated
         by this Agreement are exempt from the registration requirements of the
         Securities Act of 1933, as amended (the "Securities Act"). The Company
         has complied and will comply with all applicable state securities or
         "blue sky" laws in connection with the offer, sale and issuance of the
         Company Securities as contemplated by this Agreement.

                  4.2 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The
Purchaser represents and warrants that as of the date of this Agreement:

                           (a) AUTHORIZATION OF THE AGREEMENT. This Agreement
         constitutes a valid and legally binding obligation of the Purchaser
         except to the extent that enforceability may be limited by bankruptcy,
         insolvency or similar laws affecting creditors' rights generally or by
         general principles of equity.

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                           (b) NO CONFLICT. The execution, delivery and
         performance by the Purchaser of this Agreement and the consummation by
         the Purchaser of the transactions contemplated hereby do not and will
         not at the Closing (a) violate any provision of law, statute, rule or
         regulation, or any ruling, writ, injunction, order, judgment or decree
         of any court, administrative agency or other governmental body
         applicable to the Purchaser, or any of its properties or assets, or (b)
         conflict with or result in any breach of any of the terms, conditions
         or provisions of, or constitute (with due notice or lapse of time, or
         both) a default (or give rise to any right of termination, cancellation
         or acceleration) under, or result in the creation of any encumbrance
         upon any of the properties or assets of the Purchaser under any
         material contract to which the Purchaser is a party.

                           (c) INVESTMENT REPRESENTATIONS.

                                    (i) The Purchaser has, or the Purchaser's
                  designated representatives have, received and reviewed the SEC
                  Documents, concluded a satisfactory due diligence
                  investigation of the Company and had an opportunity to review
                  the documents provided by the Company and to have all
                  questions related thereto satisfactorily answered.

                                    (ii) The Purchaser understands the
                  fundamental risks of the Company Securities and the Management
                  Shares (together, the "Securities"). The Purchaser has
                  determined (a) that he can reasonably benefit from the
                  investment based upon net worth, income, overall investment
                  objectives and portfolio structure, (b) that the Purchaser's
                  overall commitment to investments which are not readily
                  marketable is not disproportionate to the Purchaser's net
                  worth, and that the Securities will not cause such overall
                  commitment to become excessive, and (c) that the Purchaser is
                  able to bear the economic risk of the Securities, including
                  the loss of the entire value of the investment. Additionally,
                  the Purchaser understands that that there are restrictions on
                  the Purchaser's right to liquidate the Securities.

                                    (iii) The Purchaser has reviewed the Risk
                  Factors included in the SEC Documents, and understands the
                  Risk Factors describing that the Company (a) has substantial
                  liabilities, (b) may not be able to obtain sufficient funds to
                  grow its business and any subsequent financings may be on
                  terms adverse to the Securities, and (c) is currently not
                  profitable.

                                    (iv) The Purchaser has (a) previously
                  invested in unregistered securities and (b) sufficient
                  financial and investing expertise to evaluate and understand
                  the risks of the Securities.

                                    (v) The Purchaser has received from the
                  Company, and is relying on, no representations or projections
                  (except as set forth in this Agreement or the SEC Documents)
                  with respect to the Company's business and prospects.

                                    (vi) The Purchaser is an "accredited
                  investor" within the meaning of Regulation D under the
                  Securities Act.

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                                    (vii) The Purchaser is acquiring the
                  Securities for investment purposes only without intent to
                  distribute the same, and acknowledges that the Securities have
                  not been registered under the Securities Act and applicable
                  state securities laws, and accordingly, constitute "restricted
                  securities" for purposes of the Securities Act and such state
                  securities laws.

                                    (viii) The Purchaser understands that he
                  will not be able to transfer the Securities except upon
                  compliance with the registration requirements of the
                  Securities Act and applicable state securities laws or
                  exemptions therefrom.
                                    (ix) The Purchaser understands that the
                  certificates and/or instruments evidencing the Securities will
                  contain a legend to the foregoing effect.

                  4.3 REPRESENTATIONS AND WARRANTIES OF COMPANY MANAGEMENT. Each
Company Officer represents and warrants that as of the date of this Agreement:

                           (a) The Management Shares being assigned by such
         Company Officer under this Agreement are not subject to any lien,
         claim, encumbrance or restriction of any nature.

                           (b) Each Company Officer has all requisite power and
         authority to execute, deliver and perform the sections of this
         Agreement to which he is party, and to consummate the transactions
         contemplated thereby. This Agreement has been duly executed and
         delivered by each Company Officer as to the sections to which he is
         party. This Agreement constitutes the legal, valid and binding
         obligation of each Company Officer as to the sections to which he is
         party, enforceable against such Company Officer in accordance with its
         terms, subject as to enforcement of remedies to applicable bankruptcy,
         insolvency, reorganization or similar laws affecting generally the
         enforcement of creditors' rights and the relief of debtors.

         5.       MISCELLANEOUS.

                  5.1      CONFIDENTIALITY.

                           (a) The Purchaser agrees to keep confidential any and
         all non-public information delivered or made available to the Purchaser
         by the Company except for disclosures, as necessary, made by the
         Purchaser to the Purchaser's officers, directors, employees, agents,
         counsel and accountants each of whom shall be notified by the Purchaser
         of this confidentiality covenant and for whom the Purchaser shall be
         liable in the event of any breach of this covenant by any such
         individual or individuals; provided, however, that nothing herein shall
         prevent the Purchaser from disclosing such information (a) upon the
         order of any court or administrative agency, (b) upon the request or
         demand of any regulatory agency or authority having jurisdiction over
         the Purchaser, (c) which has been publicly disclosed other than as a
         result of a breach of this Section 5.1(a) or (d) to any of its members
         provided that any such members agree in writing (with a copy provided
         to the Company) to be bound by confidentiality provisions in form and

                                      -6-
<PAGE>

         substance substantially as those contained herein. In the event of a
         mandatory disclosure described in clause (a) or (b) of the preceding
         sentence, the Purchaser shall promptly notify the Company in writing of
         any applicable order, request or demand for such information, cooperate
         with the Company if and to the extent that the Company elects to seek a
         protective order or other relief from such order, request, or demand,
         and disclose only the minimal amount of information ultimately required
         to be disclosed. The Purchaser shall not use for his/her/its own
         benefit, nor permit any other person to use for such person's benefit,
         any of the Company's non-public information including, without
         limitation, in connection with the purchase and/or sale of the
         Company's securities.

                           (b) The Company shall in no event disclose non-public
         information to the Purchaser, advisors to or representatives of the
         Purchaser unless prior to disclosure of such information, the Company
         marks such information as "Non-Public Information - Confidential" and
         provides the Purchaser, such advisors and representatives with the
         opportunity to accept or refuse to accept such non-public information
         for review. The Company may, as a condition to disclosing any
         non-public information hereunder, require the Purchaser's advisors and
         representatives to enter into a confidentiality agreement in form
         reasonably satisfactory to the Company and the Purchaser.

                           (c) Nothing herein shall require the Company to
         disclose non-public information to the Purchaser or its advisors or
         representatives, and the Company represents that it does not
         disseminate non-public information to any Purchasers who purchase stock
         in the Company in a public offering, to money managers or to securities
         analysts.

                  5.2 LEGENDS. To the extent applicable, each note, certificate
or other document evidencing the Securities to be purchased and sold pursuant to
this Agreement shall be endorsed with the legends set forth below, and the
Purchaser on behalf of itself and each holder of the Securities covenants that,
except to the extent such restrictions are waived by the Company, it shall not
transfer the Securities without complying with the restrictions on transfer
described in the legends endorsed on such Securities:

                           (a) The following legend under the Securities Act:

                           "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
                  REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
                  AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED,
                  OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER
                  SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH
                  ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL,
                  IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY
                  AND ITS COUNSEL AND FROM ATTORNEYS REASONABLY ACCEPTABLE TO
                  THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
                  REQUIRED."

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                           (b) If required by the authorities of any state in
         connection with the issuance or sale of the Securities, the legend
         required by such state authority.

                           (c) The legend set forth above shall be removed from
         the Securities and the Company shall within two (2) business days issue
         a certificate without such legend to the holder of the Securities upon
         which it is stamped, unless otherwise required by state securities
         laws, in connection with a sale transaction, (i) provided the
         Securities are registered under the Securities Act or (ii) after such
         holder provides the Company with an opinion of counsel, which opinion
         shall be in form, substance and scope customary for opinions of counsel
         in comparable transactions, to the effect that a public sale,
         assignment or transfer of the Securities may be made without
         registration under the Securities Act. The legend set forth above shall
         be removed from the Securities and the Company shall issue replacement
         Securities without such legend to the holder of the Securities
         immediately upon the registration of the Securities under the
         Securities Act.

                  5.3 USE OF PROCEEDS. The Company shall use the proceeds of the
Loan Amount for working capital, the costs of the transactions contemplated
hereby as set forth herein (including the related fees and expenses); a portion
of the Company's outstanding professional fees not to exceed $150,000 and
repayment of a certain outstanding loans and advances to the Company. Any fees
currently due and payable to Chart Group Advisors, LLC ("Chart") in connection
with the Company's agreement to appoint Chart as placement agent in the
Institutional Private Placement shall be accrued and shall not be paid out of
the proceeds received by the Company from the proceeds of the Loan Amount.

                  5.4      FEES AND EXPENSES.

                           (a) The Company shall pay (i) a placement fee to
         certain third parties in an amount equal to 8% of the total Loan
         Amount, or $120,000, and (ii) a fee to the pledgors of the Pledged
         Collateral (the "Pledgors") in an amount equal to $225,000. The Company
         agrees that such fees may be deducted from the gross Loan Amount at
         Closing.

                           (b) Each of the Company and the Purchaser shall be
         responsible for all of its fees and expenses in connection with this
         transaction.

                           (c) Company Management shall transfer and assign an
         aggregate of 1,225,000 shares of Common Stock from their respective
         holdings to the Pledgors, the finders in this transaction, an existing
         lender of the Company and Gallagher, Briody & Butler (in such
         proportion as Company Management may determine in their sole
         discretion).

                  5.5 ASSIGNABILITY; SUCCESSORS. The provisions of this
Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of the parties hereto.

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                  5.6 SURVIVAL. All agreements, covenants, representations and
warranties made by the Company or by the Purchaser herein shall survive the
execution and delivery of this Agreement.

                  5.7      GOVERNING LAW AND JURISDICTION.

                           (a) THIS AGREEMENT SHALL BE CONSTRUED ACCORDING TO
         THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
         PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAWS.

                           (b) THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE
         JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN
         PENNSYLVANIA WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT,
         THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS
         CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE
         DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR
         PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A
         PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT
         EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
         PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE
         PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A
         FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
         CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH
         JUDGMENT OR IN ANY OTHER LAWFUL MANNER.

                  5.8 COUNTERPARTS: HEADINGS. This Agreement may be executed in
several counterparts, each of which shall be deemed an original, but such
counterparts shall together constitute but one and the same agreement. The
descriptive headings in this Agreement are inserted for convenience of reference
only and shall not affect the construction of this Agreement.

                  5.9      LEGAL REPRESENTATION.

                           (a) The Purchaser represents and warrants that he has
         carefully read this Agreement and knows the contents hereof, that he
         has signed this Agreement freely and voluntarily and that he has
         obtained independent counsel in reviewing this document. The Purchaser
         further acknowledges that the law firm of Gallagher, Briody & Butler
         has memorialized the within Agreement and has provided legal advice
         solely to the Company with respect to this Agreement. The Purchaser
         further acknowledges and understands that Gallagher, Briody & Butler
         may receive a portion of the finders fees and certain additional fees
         in connection with the transactions contemplated hereby.

                           (b) The Purchaser was provided the opportunity to
         retain individual counsel, and has retained individual counsel to
         review this Agreement on Purchaser's behalf.

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                  5.10 ENTIRE AGREEMENT, AMENDMENTS. This Agreement and the
Exhibits hereto contain the entire understanding of the parties with respect to
the subject matter hereof, and supersede all other representations and
understandings, oral or written, with respect to the subject matter hereof. No
amendment, modification, alteration, or waiver of the terms of this Agreement or
consent required under the terms of this Agreement shall be effective unless
made in a writing, which makes specific reference to this Agreement and which
has been signed by the Company and the Purchaser. Any such amendment,
modification, alteration, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

                  5.11 NOTICES. All communications or notices required or
permitted by this Agreement shall be in writing and shall be delivered
personally, by certified or registered mail with postage prepaid, or by
facsimile and addressed as follows, unless and until either of such parties
notifies the other in accordance with this Section of a change of address.
Communications or notices shall be deemed to have been given or made when
delivered in hand, deposited in the mail, or sent by facsimile with confirmation
(if sent by facsimile on a non-business day, receipt be deemed to have occurred
on the next succeeding business day).

          IF TO THE COMPANY:                 U.S. Helicopter Corporation
                                             6 East River Piers, Suite 216
                                             Downtown Manhattan Heliport
                                             New York, New York 10004
                                             Attn.:  John G. Murphy, CEO and
                                                     President
                                             Telephone:  212-248-2002
                                             Fax:  212-248-0940


         WITH A COPY TO:                     Gallagher, Briody & Butler
                                             155 Village Boulevard
                                             2nd Floor
                                             Princeton, New Jersey 08540
                                             Attn: Thomas P. Gallagher, Esq.
                                             Telephone: 609-452-6000
                                             Fax:  609-452-0090

         IF TO THE PURCHASER:                Barry J. Belmont
                                             12-2 Upper Peter Bay
                                             St. John, U.S. Virgin Islands
                                             Telephone:  610-892-9999
                                             Fax:  610-892-8045

         WITH A COPY TO:                     Peter A. Mardinly, Esq.
                                             Belmont Investment Corp.
                                             1400 N. Providence Rd, Bldg. 1,
                                             Suite 415
                                             Media, PA 19063
                                             Telephone:  610-892-9999
                                             Fax:  610-892-8045

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                  5.12 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

                  5.13 MAXIMUM INTEREST. It is expressly stipulated and agreed
to be the intent of the Company and the Purchaser at all times to comply with
the applicable law governing the maximum rate of interest payable on or in
connection with all indebtedness and transactions hereunder (or applicable
United States federal law to the extent that it permits Purchaser to contract
for, charge, take, reserve or receive a greater amount of interest). If the
applicable law is ever judicially interpreted so as to render usurious any
amount of money or other consideration called for hereunder, or contracted for,
charged, taken, reserved or received with respect to any loan or advance
hereunder, or if acceleration of the maturity of the Note results in the
Company's having paid any interest in excess of that permitted by law, then it
is the Company's and the Purchaser's express intent that all excess cash amounts
theretofore collected by Purchaser be credited on the principal balance of the
Note (or if the Note has been or would thereby be paid in full, refunded to the
Company), and the provisions of this Agreement immediately be deemed reformed
and the amounts thereafter collectible hereunder reduced, without the necessity
of the execution of any new document, so as to comply with the applicable law,
but so as to permit the recovery of the fullest amount otherwise called for
hereunder. The right to accelerate maturity of the Note does not include the
right to accelerate any interest which has not otherwise accrued on the date of
such acceleration, and the Purchaser does not intend to collect any unearned
interest in the event of acceleration.

                  5.14 ENFORCEMENT COSTS. If any legal action or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any
provisions of this Agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable attorneys' fees, court costs and
expenses even if not taxable as court costs (including, without limitation, all
such fees, costs and expenses incident to appeals), incurred in that action or
proceeding, in addition to any other relief to which such party or parties may
be entitled.

                  5.15 JURY TRIAL. THE COMPANY AND THE PURCHASER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT WHICH IT MAY HAVE TO A
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN ANY WAY CONNECTED WITH THE DEALINGS BETWEEN THE
COMPANY AND THE PURCHASER, THIS AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR THERETO IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR
OTHERWISE.

                                      -11-
<PAGE>




         IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Agreement as of the day and year first above written.


                                             U. S. HELICOPTER CORPORATION



                                             By:        /S/ JOHN G. MURPHY
                                                      --------------------------
                                                      John G. Murphy
                                                      Chief Executive Officer
                                                      and President



                                             PURCHASER



                                                /S/ BARRY J. BELMONT
                                              ----------------------------------
                                              Barry J. Belmont


         IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Agreement with respect to Sections 2.4, 3.2, 4.3 and 5.4(c) hereof only as
of the day and year first above written.


                                             By:        /S/ JOHN G. MURPHY
                                                      --------------------------
                                                      John G. Murphy
                                                      Chief Executive Officer
                                                      and President



                                      -12-